The major duties of the Board of Directors

The Board of Directors has general authority in all matters where neither law nor the company’s Articles of Association stipulate that a matter should be decided or performed by any other bodies. In addition, the Board of Directors must act in the interests of the company and all shareholders in all circumstances, and direct Amer Sports’ operations with a view to generating maximum enduring added value to shareholders without neglecting other stakeholders.

The main duties of the Board of Directors are to:

1. Direct Amer Sports’ business operations and Strategies

• Confirm the company’s strategy and ensure that it is up-to-date
• Confirm the business plan on the basis of the strategy and annual budget, and monitor its achievement
• Adopt the annual investment plan
• Decide on significant, strategically-important investments or acquisitions and the sale of assets
• Review the Corporate Social Responsibility Report

2. Organize Amer Sports’ administration and functions

• Appoint and dismiss the President and CEO
• Appoint and dismiss the immediate subordinates of the President and CEO
• Decide on the terms of service of the President and CEO and his or her immediate subordinates, including possible incentive programs
• Set the President and CEO’s personal targets for each year and monitor their achievement
• Keep track of issues related to succession in management and human resources strategy
• Adopt the duties and responsibilities of the Board of Directors and evaluate its performance once a year

3. Supervise the management of financial administration, internal control and risk management

• Review and approve interim reports, annual financial statements and the report by the Board of Directors as well as related stock exchange releases
• Hold a meeting with the company’s auditors at least once a year
• Oversee significant risks connected with the company’s operations and risk management

4. Prepare matters to be decided on at the AGM

• Draft the company’s dividend payout policy and submit a proposal on the dividend to the AGM
• Submit other proposals to the AGM According to the rules of procedure, the chairman of the Board of Directors, in addition to leading the work of the Board of Directors, continuously monitors Amer Sports’ operations and development through contact with the President and CEO. Furthermore, the chairman of the Board of Directors represents the company in matters associated with shareholders and ensures that the work of the Board of Directors is evaluated annually, and that the Board of Directors continuously updates and deepens its knowledge of Amer Sports’ operations.

Board members

• Anssi Vanjoki, chairman
• Ilkka Brotherus, vice chairman
• Pirjo Väliaho
• Martin Burkhalter
• Christian Fischer
• Bruno Sälzer
• Hannu Ryöppönen